Common use of Exchanges Clause in Contracts

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Initial Certificates, and Exchangeable REMIC Initial Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator Paying Agent substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes Each Class of Exchangeable REMIC Initial Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Outstanding Certificate Principal Balances of such Exchangeable REMIC Initial Certificates bear to the original Original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Initial Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes Initial Certificates in respective denominations determined based on the proportion that the initial Outstanding Certificate Principal Balances of such Exchangeable REMIC Initial Certificates bear to the original Original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphthis Trust Agreement, no fee or other charge shall be payable to the Trustee, the Securities Administrator Paying Agent or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing current relationship manager or by e-mail administrator at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ the Paying Agent listed on the most recent report to Certificateholders no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities AdministratorPaying Agent’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding the Outstanding Certificate Principal Amount Balance and the Original Certificate Principal Amount Balance of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator Paying Agent shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 4,000 shall be payable to the Securities Administrator Paying Agent in connection with each exchange. The Securities Administrator Paying Agent shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Initial Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable CertificatesDTC, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Trustee and under the terms and conditions hereinafter set forth and otherwise forth. In the case of each Combination Group, Exchange Certificates in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates such Combination Group shall be exchangeable for the related Class of Exchangeable Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Exchange Certificates bear to the original Certificate Principal Balance Balances of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphset forth below, no fee or other charge shall be payable to the Trustee, the Securities Administrator Trustee or DTC in connection therewith. In order Upon the presentation and surrender by any Holder of its Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to effect an exchange the Trustee, all of such Holder’s right, title and interest in and to such Certificates, including all payments of interest thereon received after the Certificateholder shall notify month of the Securities Administrator date specified in writing or by e-mail at the notice (as described in the immediately succeeding paragraph) relating to such exchange. ▇. ▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or and ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities AdministratorTrustee’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator Trustee shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator Trustee in connection with each exchangeexchange equal to $5,000 for each exchange request. The Securities Administrator Trustee shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Initial Certificates, and Exchangeable REMIC Initial Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator Paying Agent substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes Each Class of Exchangeable REMIC Initial Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Outstanding Certificate Principal Balances of such Exchangeable REMIC Initial Certificates bear to the original Original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Initial Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes Initial Certificates in respective denominations determined based on the proportion that the initial Outstanding Certificate Principal Balances of such Exchangeable REMIC Initial Certificates bear to the original Original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphthis Trust Agreement, no fee or other charge shall be payable to the Trustee, the Securities Administrator Paying Agent or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing current relationship manager or by e-mail administrator at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ the Paying Agent listed on the most recent report to Certificateholders no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s Paying Agent's approval. The notice must be on the Certificateholder’s 's letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding the Outstanding Certificate Principal Amount Balance and the Original Certificate Principal Amount Balance of the Certificates to be exchanged; the Certificateholder’s 's DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator Paying Agent shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 4,000 shall be payable to the Securities Administrator Paying Agent in connection with each exchange. The Securities Administrator Paying Agent shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Initial Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I I-1 or Exhibit I-2 hereto or, and under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Underlying Trust Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances or initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances or initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates each Certificate to be exchanged and Certificates each Certificate to be received; outstanding Certificate Principal Amount Balance or Notional Amount, as applicable, and the Original original Certificate Principal Amount Balance or Notional Amount, as applicable, of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I II hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances or initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances or initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Trust Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both each Certificates to be exchanged and each Certificates to be received; outstanding Certificate Principal Amount Balance or Notional Amount, as applicable, and the Original Certificate Principal Amount Balance or Notional Amount, as applicable, of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. The Securities Trust Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates The Trustee may deliver to the relevant clearing system and, in the case of DTC Book-Entry Notes, the CUSIP Service Bureau at any time a written notice of consolidation (a copy of which shall be exchangeable attached to the resulting Global Security described below) specifying (i) the CUSIP numbers, ISIN numbers and Common Codes of two or more Outstanding Global Securities that represent (A) Fixed-Rate Book-Entry Notes having the same Terms and for which interest has been paid to the same date, or (B) Floating Rate Book-Entry Notes having the same terms and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates which such Global Securities shall be exchangeable on exchanged for a single replacement Global Security and (iii) a new CUSIP number and/or ISIN number or Common Code to be assigned to such replacement Global Security. Upon receipt of such a notice, each relevant clearing system will send to its participants (including the books of DTC for Exchangeable Certificates, on and after the Closing Date, by Trustee) a written reorganization notice to the Securities Administrator substantially effect that such exchange will occur on such date. Prior to the specified exchange date, in the form case of Exhibit I hereto orDTC Book-Entry Notes, under the terms Trustee will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and conditions hereinafter set forth such new CUSIP number and otherwise stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Securities for a single Global Security bearing the new CUSIP number and/or ISIN number or Common Code and the CUSIP numbers, if any, of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. Notwithstanding the procedures specified foregoing, in the Pooling and Servicing Agreement. Certificates case of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided Global Securities registered in the following paragraphname of Cede & Co., no fee or other charge shall be payable to if the Trustee, the Global Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged exceed U.S. $500,000,000 in aggregate principal amount, one Global Security will be authenticated and Certificates issued to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount represent each U.S. $500,000,000 of principal amount of the Certificates exchanged Global Securities and an additional Global Security will be authenticated and issued to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the represent any remaining principal amount of such Global Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange(see “Denominations” below).

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable CertificatesDTC, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, and under the terms and conditions hereinafter set forth and otherwise forth. In the case of each Combination Group, Exchange Certificates in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates such Combination Group shall be exchangeable for the related Class of Exchangeable Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Exchange Certificates bear to the original Certificate Principal Balance Balances of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphset forth below, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order Upon the presentation and surrender by any Holder of its Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to effect an exchange the Trustee, all of such Holder’s right, title and interest in and to such Certificates, including all payments of interest thereon received after the Certificateholder shall notify month of the Securities Administrator date specified in writing or by e-mail at the notice (as described in the immediately succeeding paragraph) relating to such exchange. ▇. ▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or and ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to $5,000 for each exchange request. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I II hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances or initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances or initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Trust Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both each Certificates to be exchanged and each Certificates to be received; outstanding Certificate Principal Amount Balance or Notional Amount, as applicable, and the Original Certificate Principal Amount Balance or Notional Amount, as applicable, of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. The Securities Trust Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchangerelated Record Date.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing DateDate and on or before the distribution Date in February 2009, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates each Certificate to be exchanged and Certificates each Certificate to be received; outstanding Certificate Principal Amount Balances or notional amount, as applicable and the Original Certificate Principal Amount Denominations of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 3,500 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Exchange Certificates, as specified in Exhibit B, and Exchangeable REMIC Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Date under the terms and conditions hereinafter set forth and otherwise in accordance with forth. In the procedures specified in the Pooling and Servicing Agreement. case of each Certificate Group, Certificates of the Classes classes of Exchangeable REMIC Certificates in such Certificate Group shall be exchangeable for Certificates of the related Class classes of Exchangeable Exchange Certificates in such Certificate Group in the respective denominations and combinations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear pursuant to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Exhibit B. Upon any such exchange exchange, the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate or Certificates issued in exchange therefortherefore. Correspondingly, Exchangeable Exchange Certificates included in a Certificate Group may be further designated for exchange for Certificates of the related classes of Exchangeable REMIC Classes Certificates in the same Certificate Group in the respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as and combinations set forth in Appendix A. Exhibit B. There shall will be no limitation on the number of any exchanges authorized pursuant to this Section 2.034.05, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s Certificateholders letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s Certificateholders DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to 1/32 of 1% of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $2,000 or greater than $25,000. The Securities Administrator shall will make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing DateDate and on or before the Distribution Date in May 2009, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates each Certificate to be exchanged and Certificates each Certificate to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 3,500 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates (a) Upon satisfaction of the requirements set forth or referred to in this Section 6.02, Equity Contracts may be exchanged at the option of the Obligor thereunder, prior to the Purchase Date, when surrendered at the office of the Equity Contract Agent specified in Section 9.03. All Equity Contracts surrendered for exchange or presented for transfer which have set forth therein the Obligor's or the transferee Obligor's Collateral Agreement or acceptance of the purchase obligations of the Obligor under the Equity Contract to be issued upon such exchange or transfer to such Obligor or transferee Obligor shall be exchangeable on retained by the books Equity Contract Agent uncancelled but marked with a notation as to the identity of DTC the Equity Contract issued in exchange or upon transfer thereof as evidence of such Obligor's or transferee Obligor's Collateral Agreement or acceptance of liability under the Equity Contract so issued upon exchange or upon transfer. (b) In order to exchange a Commonly Registered Equity Contract for Exchangeable REMIC CertificatesCommonly Registered Equity Contracts representing an equal aggregate purchase obligation for Shares, the Obligor thereunder shall surrender such Commonly Registered Equity Contract to the Equity Contract Agent together with the Corresponding Commonly Registered Debenture endorsed and Exchangeable REMIC Certificates accompanied by such instruments and notices as shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice required pursuant to the Securities Administrator substantially in provisions of the form Indenture. Upon receipt of Exhibit I hereto orthe foregoing items, under the terms Equity Contract Agent shall surrender such Corresponding Commonly Registered Debenture and conditions hereinafter set forth any accompanying instruments and otherwise notices for exchange in accordance with the procedures specified provisions of the Indenture for Commonly Registered Debentures in the Pooling and Servicing Agreement. Certificates same principal amounts as the respective aggregate purchase obligations of the Classes Corresponding Commonly Registered Equity Contracts to be issued upon such exchange. Upon receipt by the Equity Contract Agent of Exchangeable REMIC Certificates the Commonly Registered Debentures issued upon such exchange, the Corporation shall be exchangeable for execute, and the related Class of Exchangeable Certificates in respective denominations determined based on Equity Contract Agent shall countersign, the proportion that Commonly Registered Equity Contracts which the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear Obligor is entitled to receive, and the Equity Contract Agent shall deliver to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any Obligor such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled Commonly Registered Equity Contracts and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. Commonly Registered Debentures. (c) In order to effect exchange a Commonly Registered Equity Contract for a Collateralized Equity Contract representing an equal aggregate purchase obligation for Shares, the Obligor thereunder shall complete and execute the form of Collateral Agreement on the reverse of such Commonly Registered Equity Contract (or separate written collateral agreement satisfactory to the Corporation) in the manner contemplated thereby, and shall surrender such Commonly Registered Equity Contract to the Equity Contract Agent together with (i) the Corresponding Commonly Registered Debenture endorsed and accompanied by such instruments and notices as shall be required pursuant to the provisions of the Indenture and (ii) the Collateral referred to in such Collateral Agreement which shall be of the kind and value required by Article VII hereof. Upon receipt of the foregoing items, the Equity Contract Agent shall surrender such Corresponding Commonly Registered Debenture and any accompanying instruments and notices for exchange in accordance with the provisions of the Indenture for an Unrestricted Debenture in a principal amount equal to the aggregate purchase obligation of the Collateralized Equity Contract to be issued upon such exchange, the Corporation shall execute, and the Equity Contract Agent shall countersign, the Collateralized Equity Contract which the Obligor is entitled to receive, and the Equity Contract Agent shall deliver to the Obligor such Collateralized Equity Contract and such Unrestricted Debenture. No exchange of Certificatesa Commonly Registered Equity Contract for a Collateralized Equity Contract may be made after the Corporation shall have mailed to the Obligors under Equity Contracts a Cancellation Notice in compliance with Section 4.02 hereof. (d) In order to exchange a Commonly Registered Equity Contract for a Commonly Registered Equity Contract and a Collateralized Equity Contract representing an equal aggregate purchase obligation for Shares, the Certificateholder Obligor thereunder shall notify complete and execute the Securities Administrator in writing form of Collateral Agreement on the reverse of such Commonly Registered Equity Contract (or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect separate written collateral agreement satisfactory to the Certificates Corporation) in the manner contemplated thereby, and shall surrender such Commonly Registered Equity Contract to the Equity Contract Agent together with (i) the Corresponding Commonly Registered Debenture endorsed and accompanied by such instruments and notices as shall be required pursuant to the provisions of the Indenture and (ii) the Collateral referred to in such Collateral Agreement which shall be of the kind and value required by Article VII hereof. Upon receipt of the foregoing items, the Equity Contract Agent shall surrender such Corresponding Commonly Registered Debenture and any accompanying instruments and notices for exchange in accordance with the provisions of the Indenture for an Unrestricted Debenture in a principal amount equal to the aggregate purchase obligation of the Collateralized Equity Contract to be issued upon such exchange and a Commonly Registered Debenture in a principal amount equal to the aggregate purchase obligation of the Corresponding Commonly Registered Equity Contract to be issued upon such exchange. Upon receipt by the Equity Contract Agent of the Unrestricted Debenture and the Commonly Registered Debenture issued upon such exchange, the Corporation shall execute, and the Equity Contract Agent shall countersign, the Collateralized Equity Contract and the Commonly Registered Equity Contract which the Obligor is entitled to receive, and the Equity Contract Agent shall deliver to the Obligor such Collateralized Equity Contract, Commonly Registered Equity Contract, Unrestricted Debenture and Commonly Registered Debenture. No exchange of a Commonly Registered Equity Contract for a Commonly Registered Equity Contract and a Collateralized Equity Contract representing an equal aggregate purchase obligation for Shares may be any Business Day other than made after the first Corporation shall have mailed to the Obligors under Equity Contracts a Cancellation Notice in compliance with Section 4.02 hereof. (e) In order to exchange a Collateralized Equity Contract for Collateralized Equity Contracts representing an equal aggregate purchase obligation for Shares, the Obligor thereunder shall surrender such Collateralized Equity Contract to the Equity Contract Agent. Upon receipt by the Equity Contract Agent of such Collateralized Equity Contract, the Corporation shall execute, and the Equity Contract Agent shall countersign, the Collateralized Equity Contracts which the Obligor is entitled to receive, and the Equity Contract Agent shall deliver to the Obligor such Collateralized Equity Contracts. (f) In order to exchange a Collateralized Equity Contract for a Commonly Registered Equity Contract representing an equal aggregate purchase obligation for Shares, the Obligor thereunder shall complete and execute the form of Acceptance on the reverse of such Collateralized Equity Contract (or last Business Day separate written acceptance agreement satisfactory to the Corporation) in the manner contemplated thereby, and shall surrender such Collateralized Equity Contract to the Equity Contract Agent together with one or more Unrestricted Debentures in an aggregate principal amount equal to the aggregate purchase obligation for Shares under the Collateralized Equity Contract so surrendered, endorsed and accompanied by such instruments and notices as shall be required pursuant to the provisions of the month subject Indenture. Upon receipt of the foregoing items, the Equity Contract Agent shall surrender such Unrestricted Debentures and any accompanying instruments and notices for exchange in accordance with the provisions of the Indenture for a Commonly Registered Debenture in a principal amount equal to the Securities Administrator’s approvalaggregate purchase obligation of the Corresponding Commonly Registered Equity Contract to be issued upon such exchange. The notice must be Upon receipt by the Equity Contract Agent of the Commonly Registered Debenture issued upon such exchange, the Corporation shall execute, and the Equity Contract Agent shall countersign, the Commonly Registered Equity Contract which the Obligor is entitled to receive, and the Equity Contract Agent shall deliver to the Obligor such Commonly Registered Equity Contract and such Commonly Registered Debenture and, in the manner and to the extent provided in Section 7.06, the Collateral held as collateral security for the Collateralized Equity Contract surrendered to the Equity Contract Agent for exchange (g) In order to exchange a Collateralized Equity Contract for a Commonly Registered Equity Contract and a Collateralized Equity Contract representing an equal aggregate purchase obligation for Shares, the Obligor thereunder shall complete and execute the form of Acceptance on the Certificateholder’s letterheadreverse of such Collateralized Equity Contract (or separate written acceptance agreement satisfactory to the Corporation) in the manner contemplated thereby, carry a medallion stamp guarantee and set forth shall surrender such Collateralized Equity Contract to the following information: Equity Contract Agent together with one or more Unrestricted Debentures in an aggregate principal amount equal to the CUSIP number aggregate purchase obligation for Shares in respect of both Certificates which the Collateralized Equity Contract so surrendered is to be exchanged for a Commonly Registered Equity Contract, endorsed and Certificates accompanied by such instruments and notices as shall be required pursuant to the provisions of the Indenture. Upon receipt of the foregoing items, the Equity Contract Agent shall surrender such Unrestricted Debentures and any accompanying instruments and notices for exchange in accordance with the provisions of the Indenture for a Commonly Registered Debenture in a principal amount equal to the aggregate purchase obligation of the Corresponding Commonly Registered Equity Contract to be received; outstanding Certificate Principal Amount issued upon such exchange and an Unrestricted Debenture in a principal amount equal to the balance of the aggregate purchase obligation in respect of which the Collateralized Equity Contract is not to be exchanged for a Commonly Registered Equity Contract. Upon receipt by the Equity Contract Agent of the Commonly Registered Debenture and the Original Certificate Principal Amount Unrestricted Debenture issued upon such exchange, the Corporation shall execute, and the Equity Contract Agent shall countersign, the Commonly Registered Equity Contract and the Collateralized Equity Contract which the Obligor is entitled to receive, and the Equity Contract Agent shall deliver to the Obligor such Commonly Registered Equity Contract, Commonly Registered Debenture, Collateralized Equity Contract and Unrestricted Debenture and, in the manner and to the extent provided in Section 7.06, a portion of the Certificates to be exchanged; Collateral held as collateral security for the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating Collateralized Equity Contract surrendered to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the Equity Contract Agent for exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Exchange Certificates issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphparagraphs, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Trust Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. The Securities Trust Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I I-1 or Exhibit I-2 hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Underlying Trust Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to 1/32 of 1% of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $2,000 or greater than $5,000. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC The Depository Trust Company (“DTC”) for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphtwo paragraphs, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 5000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Exchange Certificates, as specified in Exhibit B, and Exchangeable REMIC Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Date under the terms and conditions hereinafter set forth and otherwise in accordance with forth. In the procedures specified in the Pooling and Servicing Agreement. case of each Certificate Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Certificate Group shall be exchangeable for Certificates of the related Class Classes of Exchangeable Exchange Certificates in such Certificate Group in the respective denominations and combinations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear pursuant to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Exhibit B. Upon any such exchange exchange, the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate or Certificates issued in exchange therefortherefore. Correspondingly, Exchangeable Exchange Certificates included in a Certificate Group may be further designated for exchange for Certificates of the related Classes of Exchangeable REMIC Classes Certificates in the same Certificate Group in the respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as and combinations set forth in Appendix A. Exhibit B. There shall be no limitation on the number of any exchanges authorized pursuant to this Section 2.034.05, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s Certificateholders letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s Certificateholders DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to 1/32 of 1% of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $2,000 or greater than $25,000. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC The Depository Trust Company (“DTC”) for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I II hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance or Notional Amount, as applicable, of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances or Notional Amount, as applicable, of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphtwo paragraphs, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount Balance and the Original original Certificate Principal Amount Balance of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates The Trustee may deliver to the relevant clearing system and, in the case of DTC Book-Entry Notes, CUSIP Global Services at any time a written notice of consolidation (a copy of which shall be exchangeable attached to the resulting Global Security described below) specifying (i) the CUSIP numbers, ISIN numbers and Common Codes of two or more Outstanding Global Securities that represent (A) Fixed-Rate Book-Entry Notes having the same Terms and for which interest has been paid to the same date, or (B) Floating Rate Book-Entry Notes having the same terms and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates which such Global Securities shall be exchangeable on exchanged for a single replacement Global Security and (iii) a new CUSIP number and/or ISIN number or Common Code to be assigned to such replacement Global Security. Upon receipt of such a notice, each relevant clearing system will send to its participants (including the books of DTC for Exchangeable Certificates, on and after the Closing Date, by Trustee) a written reorganization notice to the Securities Administrator substantially effect that such exchange will occur on such date. Prior to the specified exchange date, in the form case of Exhibit I hereto orDTC Book-Entry Notes, under the terms Trustee will deliver to CUSIP Global Services a written notice setting forth such exchange date and conditions hereinafter set forth such new CUSIP number and otherwise stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Securities for a single Global Security bearing the new CUSIP number and/or ISIN number or Common Code and the CUSIP numbers, if any, of the exchanged Global Securities will, in accordance with CUSIP Global Services procedures, be canceled and not immediately reassigned. Notwithstanding the procedures specified foregoing, in the Pooling and Servicing Agreement. Certificates case of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided Global Securities registered in the following paragraphname of Cede & Co., no fee or other charge shall be payable to if the Trustee, the Global Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged exceed U.S. $500,000,000 in aggregate principal amount, one Global Security will be authenticated and Certificates issued to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount represent each U.S. $500,000,000 of principal amount of the Certificates exchanged Global Securities and an additional Global Security will be authenticated and issued to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the represent any remaining principal amount of such Global Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange(see “Denominations” below).

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Trust Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both each Certificates to be exchanged and each Certificates to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. The Securities Trust Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchangerelated Record Date.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I I-1 or Exhibit I-2 hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Underlying Trust Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to $2,000. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I I-1 or Exhibit I-2 hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Underlying Trust Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to 1/32 of 1% of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $2,000 or greater than $25,000. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. (a) Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I M hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing this Agreement. . (b) Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Exhibit L. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. Exhibit L. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.0311.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. . (c) In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Trust Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both each Certificates to be exchanged and each Certificates to be received; outstanding Certificate Principal Amount Balance and the Original Certificate Principal Amount Balance of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. . (d) Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. . (e) The Securities Trust Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable CertificatesDTC, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Trustee and under the terms and conditions hereinafter set forth and otherwise forth. In the case of each Combination Group, Exchange Certificates in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates such Combination Group shall be exchangeable for the related Class of Exchangeable Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Exchange Certificates bear to the original Certificate Principal Balance Balances of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphset forth below, no fee or other charge shall be payable to the Trustee, the Securities Administrator Trustee or DTC in connection therewith. In order Upon the presentation and surrender by any Holder of its Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to effect an exchange the Trustee, all of such Holder’s right, title and interest in and to such Certificates, including all payments of interest thereon received after the Certificateholder shall notify month of the Securities Administrator date specified in writing or by e-mail at the notice (as described in the immediately succeeding paragraph) relating to such exchange. ▇. ▇▇▇▇▇▇.▇▇▇@▇@w▇▇▇▇▇▇▇▇▇.▇▇▇ or and S▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities AdministratorTrustee’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator Trustee shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator Trustee in connection with each exchangeexchange equal to $5,000 for each exchange request. The Securities Administrator Trustee shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Exchange Certificates issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphparagraphs, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates, other than the Class 1-A-11 Certificates and the Class 2-A-5 Certificates, may be any Business Day other than the first or last Business Day of the month subject to the Securities Trust Administrator’s approval. The exchange date with respect to the Class 1-A-11 Certificates and the Class 2-A-5 Certificates may be any business day between and including the 25th day of the month through the business day prior to the last business day of the month, subject to the trust administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. The Securities Trust Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable CertificatesDTC, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Trustee and under the terms and conditions hereinafter set forth and otherwise forth. In the case of each Combination Group, Exchange Certificates in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates such Combination Group shall be exchangeable for the related Class of Exchangeable Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Exchange Certificates bear to the original Certificate Principal Balance Balances of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphset forth below, no fee or other charge shall be payable to the Trustee, the Securities Administrator Trustee or DTC in connection therewith. In order Upon the presentation and surrender by any Holder of its Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to effect an exchange the Trustee, all of such Holder’s right, title and interest in and to such Certificates, including all payments of interest thereon received after the Certificateholder shall notify month of the Securities Administrator date specified in writing or by e-mail at the notice (as described in the immediately succeeding paragraph) relating to such exchange. ▇. ▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or and ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities AdministratorTrustee’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount Balance and the Original Certificate Principal Amount Balance of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator Trustee shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator Trustee in connection with each exchangeexchange equal to $5,000 for each exchange request. The Securities Administrator Trustee shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates Certificates, other than the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, may be any Business Day other than the first or last Business Day of the month subject to the Securities Trust Administrator’s approval. The exchange date with respect to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates may be any Business Day between and including the 25th day of the month through the Business Day prior to the last Business Day of the month subject to the Trust Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. The Securities Trust Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable CertificatesDTC, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Trustee and under the terms and conditions hereinafter set forth and otherwise forth. In the case of each Combination Group, Exchange Certificates in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates such Combination Group shall be exchangeable for the related Class of Exchangeable Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Exchange Certificates bear to the original Certificate Principal Balance Balances of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphset forth below, no fee or other charge shall be payable to the Trustee, the Securities Administrator Trustee or DTC in connection therewith. Upon the presentation and surrender by any Holder of its Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to the Trustee, all of such Holder’s right, title and interest in and to such Certificates, including all payments of interest thereon received after the month of the date specified in the notice (as described in the immediately succeeding paragraph) relating to such exchange. In order to effect an exchange of Certificates, the Certificateholder shall notify provide notice to the Securities Administrator Trustee (substantially in the form of Exhibit I hereto) in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities AdministratorTrustee’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount Balance and the Original Certificate Principal Amount Balance of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator Trustee shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator Trustee in connection with each exchangeexchange equal to $5,000 for each exchange request. The Securities Administrator Trustee shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I I-1 or Exhibit I-2 hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Underlying Trust Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇s▇▇▇▇▇.▇.▇▇@▇▇▇▇@w▇▇▇▇▇▇▇▇▇.▇▇▇ or s▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to 1/32 of 1% of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $2,000 or greater than $5,000. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC The Depository Trust Company (“DTC”) for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I II hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance or Notional Amount, as applicable, of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances or Notional Amount, as applicable, of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphtwo paragraphs, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount Balance and the Original original Certificate Principal Amount Balance of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 3,500 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I I-1 or Exhibit I-2 hereto or, and under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Underlying Trust Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances or initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances or initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇c▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates each Certificate to be exchanged and Certificates each Certificate to be received; outstanding Certificate Principal Amount Balance or Notional Amount, as applicable, and the Original original Certificate Principal Amount Balance or Notional Amount, as applicable, of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates (a) Subject to the terms and conditions set forth in this Agreement, (i) each Cash Settlement Lender hereby agrees to assign at the Closing (as defined below) all Old Term Loans held by such Cash Settlement Lender to the New Term Lender at a purchase price equal to $940 for every $1,000 of Old Term Loans of such Cash Settlement Lender (it being understood that no Assignment and Assumption or other additional documentation shall be exchangeable required with respect to such assignment on the books of DTC for Exchangeable REMIC Certificates, Closing Date) and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and to promptly purchase after the Closing Date, via an assignment at par from the New Term Lender, New Term Loans in an aggregate principal amount equal to $940 of New Term Loans for every $1,000 of Old Term Loans of such Cash Settlement Lender (the aggregate amount of such New Term Loans to be purchased by notice assignment by the New Term Lender from all Cash Settlement Lenders under this option, the “Cash Settlement Amount”) and (ii) each Cashless Settlement Lender and the New Term Lender hereby agrees to exchange, and the Securities Administrator substantially in Borrower Agent agrees to accept for exchange, at the form Closing, all Old Term Loans held by such Cashless Settlement Lenders and the New Term Lender for an amount of Exhibit I hereto or, under New Term Loans to be determined by the terms and conditions hereinafter Borrower Agent as set forth and otherwise below. The exchange of Old Term Loans for New Term Loans described in clause (ii) above constitutes an Open Market Purchase in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates subsection 11.6(h) of the Classes Existing Credit Agreement. (b) Intermediate Holdings, the Borrowers, each Subsidiary Guarantor, Bank of Exchangeable REMIC Certificates shall be exchangeable for America, in its capacities as the related Class Existing Administrative Agent and the New Administrative Agent, the New Term Lender and each of Exchangeable Certificates in respective denominations determined based on the proportion Consenting Lenders (constituting the Required Lenders under the Existing Credit Agreement) agree that the initial Certificate Principal Balances Term Loan Exchange shall automatically occur immediately after the effectiveness of such Exchangeable REMIC Certificates bear this Agreement, subject to the original Certificate Principal Balance of the related Exchangeable Certificates, as conditions set forth in Appendix A. Upon any such exchange the portions this Agreement. (c) Each of the Exchangeable REMIC Certificates designated Persons executing and delivering a Lender Consent, in each case as a Lender under the Existing Credit Agreement is, immediately prior to giving effect to the Term Loan Exchange, an Existing Lender of record holding, as of the time immediately prior to the Closing Date, Old Term Loans outstanding under the Existing Credit Agreement. Any Lender Consents delivered by Persons that are not Existing Lenders will be disregarded. (d) Pursuant to the New Credit Agreement, each Cashless Settlement Lender and the New Term Lender will be deemed to make New Term Loans under the New Credit Agreement, in each case, to the Borrowers in exchange for and in satisfaction of its Old Term Loans. The Borrowers hereby offer to each Existing Lender to exchange all (but not less than all) of the Old Term Loans held by such Existing Lender at the Closing Date for New Term Loans in an aggregate principal amount equal to $940 for every $1,000 of Old Term Loans so exchanged, which exchange shall occur immediately following the effectiveness of the Agreement and shall be governed by the New Credit Agreement and the Loan Documents (as defined in the New Credit Agreement), and each Cashless Settlement Lender and the New Term Lender hereby agree to accept such offer of exchange. (e) Upon satisfaction of the conditions precedent set forth in this Agreement and the funding (or deemed funding) of the New Term Loans by the applicable Consenting Lenders and the New Term Lender immediately following the effectiveness of the Agreement, and notwithstanding anything to the contrary contained in the Existing Credit Agreement, (i) all of the Borrowers’ obligations in respect of the Old Term Loans of each Consenting Lender and the New Term Lender under the Existing Credit Agreement shall be deemed cancelled to have been immediately and replaced automatically discharged and satisfied in full and (ii) each Consenting Lender’s and the New Term Lender’s Old Term Loans shall be reduced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates aggregate principal amount of the related Exchangeable REMIC Classes in respective denominations determined based on Old Term Loans that are exchanged for New Term Loans under the proportion that New Credit Agreement. Upon the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to Existing Administrative Agent marking the original Certificate Principal Balances of the related Exchangeable Certificates, Register (as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided defined in the following paragraphExisting Credit Agreement) as contemplated below, no fee or other charge (x) each Consenting Lender and the New Term Lender shall be payable to the Trusteebecome a “Lender” and a “Term Lender” pursuant to, and for all purposes under, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date New Credit Agreement with respect to its New Term Loans and (y) the Certificates commitments in respect of the New Term Loans shall be on file with the New Administrative Agent. The Existing Administrative Agent’s determination and entry and completion of such Register shall be conclusive, in each case, absent manifest error. For the avoidance of doubt, it is acknowledged and agreed between the Borrowers, the New Term Lender and each Consenting Lender that, notwithstanding anything to the contrary contained in the Existing Credit Agreement, each Consenting Lender and the New Term Lender has agreed to accept, as satisfaction in full of its right to receive payment of the amount of Old Term Loans and all other amounts owing to such Consenting Lender or the New Term Lender under or in respect of the Existing Credit Agreement, the right to receive for no additional consideration such New Term Loans in accordance herewith. Notwithstanding anything to the contrary, each Consenting Lender and the New Term Lender agrees to waive its right to compensation for any “breakage costs” which may be any Business Day other than the first or last Business Day owing under Section 4.19 of the month subject Existing Credit Agreement. (f) No New Term Loans will be exchanged pursuant to the Securities AdministratorTerm Loan Exchange to Existing Lenders that deliver a Lender Consent after 12:00 a.m. on May 1, 2024 and any Lender Consents delivered after such date shall be disregarded; provided that such date may be extended by the Borrower Agent at any time and for any reason. (g) Effective upon the Closing, all Old Term Loans tendered by each Lender pursuant to the Term Loan Exchange shall be cancelled and the Company’s approvalobligation to pay any amounts due under such Old Term Loans shall be terminated and any accrued and unpaid interest on such Old Term Loans shall be paid at Closing. After giving effect to the Term Loan Exchange, the aggregate principal amount of Old Term Loans that remain outstanding under the Existing Credit Agreement is $1,202,709.48 and the aggregate principal amount of New Term Loans outstanding under the New Credit Agreement is $311,844,954.10. The notice must be Old Term Loans shall constitute Term SOFR Loans having an Interest Period of one month, ending on May 29, 2024, at the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall eexisting all-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchangerate.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing DateDate and on or before the Distribution Date in January 2009, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates each Certificate to be exchanged and Certificates each Certificate to be received; outstanding Certificate Principal Amount Balances or notional amount, as applicable and the Original Certificate Principal Amount Denominations of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 3,500 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable CertificatesDTC, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, and under the terms and conditions hereinafter set forth and otherwise forth. In the case of each Combination Group, Exchange Certificates in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates such Combination Group shall be exchangeable for the related Class of Exchangeable Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Exchange Certificates bear to the original Certificate Principal Balance Balances of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphset forth below, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order Upon the presentation and surrender by any Holder of its Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to effect an exchange the Trustee, all of such Holder’s right, title and interest in and to such Certificates, including all payments of interest thereon received after the Certificateholder shall notify month of the Securities Administrator date specified in writing or by e-mail at the notice (as described in the immediately succeeding paragraph) relating to such exchange. ▇. ▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or and ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to $5,000 for each exchange request. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange. Notwithstanding anything to the contrary provided herein, exchanges with respect to Certificates in Special Combinations shall be made on the basis of the current balances of such Certificates and the Related REMIC Classes.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Exchange Certificates, as specified in Exhibit B, and Exchangeable REMIC Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Date under the terms and conditions hereinafter set forth and otherwise in accordance with forth. In the procedures specified in the Pooling and Servicing Agreement. case of each Certificate Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Certificate Group shall be exchangeable for Certificates of the related Class Classes of Exchangeable Exchange Certificates in such Certificate Group in the respective denominations and combinations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear pursuant to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Exhibit B. Upon any such exchange exchange, the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate or Certificates issued in exchange therefortherefore. Correspondingly, Exchangeable Exchange Certificates included in a Certificate Group may be further designated for exchange for Certificates of the related Classes of Exchangeable REMIC Classes Certificates in the same Certificate Group in the respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as and combinations set forth in Appendix A. Exhibit B. There shall be no limitation on the number of any exchanges authorized pursuant to this Section 2.034.05, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s Certificateholders letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s Certificateholders DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to 1/32 of 1% of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $2,000 or greater than $25,000. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, and Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Underlying Trust Agreement. In the case of each Certificate Group, Certificates of the Classes of Exchangeable REMIC Exchange Certificates in such Certificate Group shall be exchangeable for Certificates of the related Class of Exchangeable Certificates in such Certificate Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate or Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates included in a Certificate Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in the same Certificate Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchange. The Securities Administrator shall make the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month equal to 1/32 of 1% of the exchange to the Certificateholder of record as Certificate Balance of the close of business on the last day of the month of the exchangeCertificates to be submitted for exchange (but not less than $2,000 nor more than $25,000).

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Exchange Certificates, as specified in Exhibit B, and Exchangeable REMIC Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Date under the terms and conditions hereinafter set forth and otherwise in accordance with forth. In the procedures specified in the Pooling and Servicing Agreement. case of each Certificate Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Certificate Group shall be exchangeable for Certificates of the related Class Classes of Exchangeable Exchange Certificates in such Certificate Group in the respective denominations and combinations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear pursuant to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Exhibit B. Upon any such exchange exchange, the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate or Certificates issued in exchange therefortherefore. Correspondingly, Exchangeable Exchange Certificates included in a Certificate Group may be further designated for exchange for Certificates of the related Classes of Exchangeable REMIC Classes Certificates in the same Certificate Group in the respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as and combinations set forth in Appendix A. Exhibit B. There shall be no limitation on the number of any exchanges authorized pursuant to this Section 2.034.05, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail email at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ [ ] no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s 's approval. The notice must be on the Certificateholder’s Certificateholders letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s Certificateholders DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to [1/32 of 1%] of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $[ ] or greater than $[ ]. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on (i) From and after the Closing DateMerger 1 Effective Time, by notice each holder of an outstanding certificate which immediately prior to the Securities Administrator substantially in the form Merger 1 Effective Time represented shares of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates Edisto Common Stock (an "EDISTO CERTIFICATE") shall be exchangeable for the related Class of Exchangeable Certificates entitled to receive in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear exchange therfor, upon surrender thereof to the original Certificate Principal Balance Exchange Agent, a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 4(a)(i)(A) and the related Exchangeable Certificatesamount of Merger 1 Cash Consideration to which such holder is entitled. From and after the Merger 3 Effective Time, as set forth in Appendix A. Upon any such exchange each holder of an outstanding certificate which immediately prior to the portions Merger 3 Effective Time represented shares of the Exchangeable REMIC Certificates designated for exchange Convest Common Stock (a "CONVEST CERTIFICATE") shall be deemed cancelled and replaced by the Exchangeable Certificate issued entitled to receive in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear upon surrender thereof to the original Certificate Principal Balances of the related Exchangeable CertificatesExchange Agent, as set forth in Appendix A. There shall be no limitation on a certificate or certificates representing the number of exchanges authorized whole shares of Parent Common Stock to which such holder is entitled pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date4(a)(ii)(A). Notwithstanding any other provision herein set forthof this Agreement, a fee (A) until holders or transferees of $5,000 Edisto Certificates or Convest Certificates have surrendered them for exchange as provided herein, no dividends shall be payable paid with respect to any shares represented by such certificates and no payment for fractional shares shall be made and (B) without regard to when such Edisto Certificates or Convest Certificates are surrendered for exchange as provided herein, no interest shall be paid on any dividends or any payment for fractional shares. Upon surrender of an Edisto Certificate or a Convest Certificate, respectively, there shall be paid to the Securities Administrator holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrender. (ii) If any certificate for shares of Parent Common Stock is to be issued in connection with each exchange. The Securities Administrator a name other than that in which the Edisto Certificate or Convest Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any applicable transfer or other taxes required by reason of such issuance. (iii) Promptly after the Merger 3 Effective Time, Parent shall make available to the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received Exchange Agent (A) the certificates representing shares of Parent Common Stock required to effect the exchanges referred to in an exchange transaction on paragraphs (d)(i) and (ii) above and (B) funds sufficient for the Distribution Date in the month following the month payment of the aggregate Merger 1 Cash Consideration required to effect the exchange referred to in paragraph (i) above and for payment of any fractional shares referred to in Section 4(e) (the "EXCHANGE FUND"), it being understood that any and all interest earned on funds made available to the Certificateholder Exchange Agent pursuant to this Agreement shall be for the account of, and shall remain the property of, Parent. (iv) (A) Promptly after the Merger 3 Effective Time, but in no event later than ten business days, the Exchange Agent shall mail to each holder of record as of an Edisto Certificate (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the close Edisto Certificates shall pass, only upon actual delivery of business on the last day of the month of the exchange.the

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Exchange Certificates, as specified in Exhibit B, and Exchangeable REMIC Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Date under the terms and conditions hereinafter set forth and otherwise in accordance with forth. In the procedures specified in the Pooling and Servicing Agreement. case of each Certificate Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Certificate Group shall be exchangeable for Certificates of the related Class Classes of Exchangeable Exchange Certificates in such Certificate Group in the respective denominations and combinations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear pursuant to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Exhibit B. Upon any such exchange exchange, the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate or Certificates issued in exchange therefortherefore. Correspondingly, Exchangeable Exchange Certificates included in a Certificate Group may be further designated for exchange for Certificates of the related Classes of Exchangeable REMIC Classes Certificates in the same Certificate Group in the respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Certificates, as and combinations set forth in Appendix A. Exhibit B. There shall be no limitation on the number of any exchanges authorized pursuant to this Section 2.034.05, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail email at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ [ ] no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s Certificateholders letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to [1/32 of 1%] of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $[ ] or greater than $[ ]. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I II hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Exchange Certificates issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphparagraphs, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates any certificates may be any Business Day business day other than the first or last Business Day business day of the month month, subject to the Securities Administratortrust administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. The Securities Trust Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable CertificatesDTC, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Trustee and under the terms and conditions hereinafter set forth and otherwise forth. In the case of each Combination Group, Exchange Certificates in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates such Combination Group shall be exchangeable for the related Class of Exchangeable Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Exchange Certificates bear to the original Certificate Principal Balance Balances of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphset forth below, no fee or other charge shall be payable to the Trustee, the Securities Administrator Trustee or DTC in connection therewith. Upon the presentation and surrender by any Holder of its Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to the Trustee, all of such Holder’s right, title and interest in and to such Certificates, including all payments of interest thereon received after the month of the date specified in the notice (as described in the immediately succeeding paragraph) relating to such exchange. In order to effect an exchange of Certificates, the Certificateholder shall notify provide notice to the Securities Administrator Trustee (substantially in the form of Exhibit I hereto) in writing or by e-mail at ▇▇▇▇.▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇and ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or by phone at (▇▇▇.) ▇▇▇-▇▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities AdministratorTrustee’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator Trustee shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator Trustee in connection with each exchangeexchange equal to $5,000 for each exchange request. The Securities Administrator Trustee shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Trust Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Exchange Certificates issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphparagraphs, no fee or other charge shall be payable to the Trustee, the Securities Trust Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Trust Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to any certificates other than the Certificates Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13 and the Class 2-A-15 certificates may be any Business Day business day other than the first or last Business Day business day of the month, subject to the trust administrator’s approval. The exchange date with respect to the Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13 and the Class 2-A-15 certificates may be any business day between and including the 25th day of the month through the business day prior to the last business day of the month, subject to the Securities Administratortrust administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Trust Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Trust Administrator in connection with each exchange. The Securities Trust Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Exchange Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Underlying Trust Agreement. In the case of each Combination Group, Certificates of the Classes of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the related Class of Exchangeable Exchange Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balance of the related Exchangeable Exchange Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Exchange Certificate issued in exchange therefor. Correspondingly, Exchangeable Exchange Certificates related to a Combination Group may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraph, no fee or other charge shall be payable to the Trustee, the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Balance or Notional Amount and the Original Certificate Principal Balance or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator in connection with each exchangeexchange equal to 1/32 of 1% of the Certificate Balance (or the notional amount, if no principal balance) of the Certificates (other than any Interest Only Certificates) to be exchanged. In no event, however, shall the fee be less than $2,000 or greater than $25,000. The Securities Administrator shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable CertificatesDTC, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit I hereto or, Trustee and under the terms and conditions hereinafter set forth and otherwise forth. In the case of each Exchange Option, Exchange Certificates in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates such Exchange Option shall be exchangeable for the related Class of Exchangeable Certificates related to such Exchange Option in respective denominations determined based on the proportion that the initial Certificate Principal Balances Amount of such Exchangeable REMIC Exchange Certificates bear bears to the original Certificate Principal Balance Amount (or original Notional Amount in the case of Notional Exchangeable Classes) of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Exchange Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to an Exchange Option may be further designated for exchange for Certificates of the related Exchangeable REMIC Exchange Classes in such Exchange Option in the respective denominations determined based on the proportion that the initial Certificate Principal Balances Amount (or initial Notional Amount in the case of Notional Exchangeable Classes) of such Exchangeable REMIC Certificates bear to the original Certificate Principal Balances Amount of the related Exchangeable Exchange Certificates, as set forth in Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this Section 2.03, and, except as provided in the following paragraphset forth below, no fee or other charge shall be payable to the Trustee, the Securities Administrator Trustee or DTC in connection therewith. In order Upon the presentation and surrender by any Holder of its Certificates in the appropriate combination as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise convey to effect an exchange the Trustee, all of such Holder’s right, title and interest in and to such Certificates, including all payments of interest thereon received after the Certificateholder shall notify month of the Securities Administrator date specified in writing or by e-mail at the notice (as described in the immediately succeeding paragraph) relating to such exchange. ▇. ▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or and ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the month subject to the Securities AdministratorTrustee’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received; outstanding Certificate Principal Amount or Notional Amount and the Original original Certificate Principal Amount or Notional Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator Trustee shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee of $5,000 shall be payable to the Securities Administrator Trustee in connection with each exchangeexchange equal to $5,000 for each exchange request. The Securities Administrator Trustee shall make the first distribution on an Exchangeable Exchange Certificate or an Exchangeable REMIC Certificate received in an exchange transaction on the Distribution Date in the following month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Exchanges. Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on (i) From and after the Closing DateMerger 1 Effective Time, by notice each holder of an outstanding certificate which immediately prior to the Securities Administrator substantially in the form Merger 1 Effective Time represented shares of Exhibit I hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in the Pooling and Servicing Agreement. Certificates of the Classes of Exchangeable REMIC Certificates Edisto Common Stock (an "EDISTO CERTIFICATE") shall be exchangeable for the related Class of Exchangeable Certificates in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear entitled to the original Certificate Principal Balance of the related Exchangeable Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued receive in exchange therefor. Correspondingly, Exchangeable Certificates may be further designated for exchange for Certificates of the related Exchangeable REMIC Classes in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchangeable REMIC Certificates bear upon surrender thereof to the original Certificate Principal Balances of the related Exchangeable CertificatesExchange Agent, as set forth in Appendix A. There shall be no limitation on a certificate or certificates representing the number of exchanges authorized whole shares of Parent Common Stock to which such holder is entitled pursuant to this Section 2.034(a)(i)(A) and the amount of Merger 1 Cash Consideration to which such holder is entitled. From and after the Merger 3 Effective Time, and, except as provided in each holder of an outstanding certificate which immediately prior to the following paragraph, no fee or other charge Merger 3 Effective Time represented shares of Convest Common Stock (a "CONVEST CERTIFICATE") shall be payable entitled to receive in exchange therefor, upon surrender thereof to the TrusteeExchange Agent, a certificate or certificates representing the Securities Administrator or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Securities Administrator in writing or by e-mail at ▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than two Business Days before the proposed exchange date. The exchange date with respect to the Certificates may be any Business Day other than the first or last Business Day of the month subject to the Securities Administrator’s approval. The notice must be on the Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following information: the CUSIP number of both Certificates whole shares of Parent Common Stock to be exchanged and Certificates which such holder is entitled pursuant to be received; outstanding Certificate Principal Amount and the Original Certificate Principal Amount of the Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the second Business Day before the proposed exchange dateSection 4(a)(ii)(A). Notwithstanding any other provision herein set forthof this Agreement, a fee (A) until holders or transferees of $5,000 Edisto Certificates or Convest Certificates have surrendered them for exchange as provided herein, no dividends shall be payable paid with respect to any shares represented by such certificates and no payment for fractional shares shall be made and (B) without regard to when such Edisto Certificates or Convest Certificates are surrendered for exchange as provided herein, no interest shall be paid on any dividends or any payment for fractional shares. Upon surrender of an Edisto Certificate or a Convest Certificate, respectively, there shall be paid to the Securities Administrator holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrender. (ii) If any certificate for shares of Parent Common Stock is to be issued in connection with each exchange. The Securities Administrator a name other than that in which the Edisto Certificate or Convest Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any applicable transfer or other taxes required by reason of such issuance. (iii) Promptly after the Merger 3 Effective Time, Parent shall make available to the first distribution on an Exchangeable Certificate or an Exchangeable REMIC Certificate received Exchange Agent (A) the certificates representing shares of Parent Common Stock required to effect the exchanges referred to in an exchange transaction on paragraphs (d)(i) and (ii) above and (B) funds sufficient for the Distribution Date in the month following the month payment of the aggregate Merger 1 Cash Consideration required to effect the exchange referred to in paragraph (i) above and for payment of any fractional shares referred to in Section 4(e) (the "EXCHANGE FUND"), it being understood that any and all interest earned on funds made available to the Certificateholder Exchange Agent pursuant to this Agreement shall be for the account of, and shall remain the property of, Parent. (iv) (A) Promptly after the Merger 3 Effective Time, but in no event later than ten business days, the Exchange Agent shall mail to each holder of record as of an Edisto Certificate (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Edisto Certificates shall pass, only upon actual delivery of the close of business on Edisto Certificates to the last day Exchange Agent) and (y) instructions for use in effecting the surrender of the month Edisto Certificates in exchange for certificates representing shares of Parent Common Stock and Merger 1 Cash Consideration. Upon surrender of Edisto Certificates for cancellation to the exchangeExchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall reasonably require, the holder of such Edisto Certificates shall be entitled to receive in exchange therefor (1) a certificate representing that number of whole shares, if any, of Parent Common Stock into which the shares of Edisto Common Stock theretofore represented by the Edisto Certificates so surrendered shall have been converted pursuant to the provisions of Section 4(a)(i)(A)(x), and (2) the amount of Merger 1 Cash Consideration into which the number of shares of Edisto Common Stock previously represented by such Edisto Certificates so surrendered shall have been converted pursuant to the provisions of Section 4(a)(i)(A)(y), and the Edisto Certificates so surrendered shall be canceled. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Edisto Common Stock for any shares of Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.